Captain and Commander
by Elfpen
Summary: A look into the special camaraderie shared by Captain Rex and Ahsoka Tano, arcing from the issuance of Order 66 to past the end of Rebels. A story told in three parts. Rated for death and violence.


"Ahsoka? Ahsoka!" Rex charged down the halls with both pistols drawn, looking for even a fleeting glimpse of blue stripes against white. Last he'd seen her, she'd been obscured by a screen of blasterfire, half of it aimed at her, half of it aimed a him because he'd stepped forward to help her. He heard movement up ahead, and began to jog. "Ashoka?"

He turned the corner, and she turned a rifle on him.

"Don't come any closer!" She screamed, gripping the blaster with both hands. He stumbled to a halt and put up his hands, pistols pointed at the ceiling.

"Commander," he said, lifting his fingers free of the triggers, "I'm not going to hurt you,"

"That's what they said," Ahsoka snapped back, tightening her grip on the blaster. There were three troopers dead at her feet, gaping stab wounds still smoldering. He tried to take a step forward and she fired a shot right past his ear, aim wavering from shaking hands. He stepped back.

"I'm not going to hurt you," he insisted, and lowered his blasters to the ground. "I'm on your side."

"How do I know that?" Rex realized that there were tears streaming down her cheeks. He didn't blame her.

"Fives," he said, keeping his hands where she could see them. "Fives thought this could happen, he found out about these… these inhibitor chips they put in our brains, on Kamino, before we were born. That's why Tup killed Tiplar, that's why he went crazy. Some kind of mind control." He saw the frown on her face, the wide eyes. They all remembered Tiplar, and all that had happened after. "Fives told me before he was killed. Said he thought someone could use them to control us, change us. I believed him." Carefully, slowly, so every finger was still out in the open, Rex brushed away a thin layer of blond hair so Ahsoka could see the still-pink scar left by the surgery. "I had mine taken out during my last leave." He watched her face, hoping she would believe him. "I don't know what's going on, but I swear to you I'm not part of it."

Her hands shook, and her arms, and her chin. The blaster fell clattering to the floor. Her jaw unclenched and she heaved a gutrenching sob.

Rex had never seen a Jedi cry. Ahsoka wasn't one of them anymore, but seeing her strength fade was seeing them all fade, all at once, all across the galaxy. Rex could feel his heart cracking into pieces.

She crumbled to kneel on the ground, as if she could gather herself from the roots up. "'Soka," he went to kneel beside her.

"Why do they want us dead?" She looked at the corpses of her men. She looked up at Rex. "Why?" She demanded again, anger and fear and sadness knotted together in a word.

He knew she must've felt the deaths through the Force. He'd heard them all reported on his comms, a litany of unbelievable casualties delivered before he could ask, before he fully understood what was happening. Something like a virus that had overtaken his brothers' minds. The names of Jedi Generals echoed in his ears as if they were his own fault.

Ahsoka's eyes were pleading for answers, but Fives had never speculated with him over the purpose of their biochips.

"I don't know," Rex said. "I-" He froze when he heard footsteps nearby. He took up Ahsoka's discarded blaster and and swiveled into a crouch. Far down the corridor, he could make out the voices of his brothers, searching for the Jedi they'd missed.

" _You two, take this hall. I'll go upstairs."_

" _Do you hear that?"_

 _"She's got to be here somewhere."_

"We have to get out of here," Rex said quietly. He heard Ahsoka sniffling, and turned to see her cradling the face of one of the clones she'd killed.

"Ridge," she smoothed down the clone's hair and wiped dust off his face, "I'm sorry, I'm sorry,"

"We have to go," holding the blaster in his left hand, he grabbed her arm with his right.

"I'm so sorry-"

"We have to go _now,"_ he pulled on her arm and bodily hauled her away. It was only after she'd let go of Ridge that she followed Rex. When he let go of her arm, she grabbed onto his, looking for whatever shreds of familiar trust remained between them. They fled the palace in silence, dodging from one shadow to the next, ducking past clone patrols and ships.

They took cover in an out-of-the-way garden shed. In the dim light, Rex checked his ammunition. Ahsoka curled her knees up to her face and cried, and he turned away so he wouldn't see his commander fall apart.

* * *

They waited. Rex had thrown his comm away as soon as he'd realized they were using it to track him, so while they'd stayed hidden, they had no way of knowing where the 501st was or what they were doing.

"We need to get off this planet," Rex said to the silent air. Mandalore's sun had set hours ago. In the utter blackness of the shed, he couldn't see Ahsoka, and he was glad that she couldn't see the guilt in his eyes. _They_ did not need to get off of Mandalore; _she_ needed to get off of Mandalore.

"Master Di's destroyer is still docked," Ahsoka said, voice detached and hoarse. "He's…" he was dead. "It'll still be there."

"They'll have commandeered it," Rex pointed out. 'They', his battalion, his legion. His brothers were 'they' _,_ now.

Ahsoka was silent. After a while, she said. "Not the escape pods."

He turned to face her despite the darkness. "They don't have the power to eject up through the atmosphere."

"The medical pod can. If you reprogram it before takeoff."

Rex blinked. He considered. It could work. "How are we going to get on board?"

He asked it as if they were only up against droids. The shock hadn't worn off - it felt like they _were_ up against nothing but droids. In that case, the answer would've been easy. They would fight their way through. But they were not up against droids, and the notion of fighting their way through the familiar faces of the 501st legion kept captain and commander silent for a long, painful moment.

"We'll smuggle you in," Rex said eventually. "I'll show up and play along with… with whatever they're doing. And I'll smuggle you on board and we'll get out of here."

"Rex, are you sure-"

The normal lines of command had fallen alongside the Order, and Rex was too tired to argue. "Do you have a better idea?"

"No."

"Then that's what we'll do."

They were silent for a while. It was too dark to go outside now; they'd have to wait until morning to move. "We should get some sleep," he said to Ahsoka. "I'll take first watch."

She did not protest, and curled up on the floor right there beside him. He heard her unclip one of her lightsabers. They'd both be sleeping with their weapons in hand tonight.

Minutes after she'd started dozing, she'd accidentally brushed Rex with the hilt of her saber. "Careful with that," he said, and she'd jumped so violently at the sound he thought she'd actually stab him.

"Easy, it's me," he told her, and caught her arm when she raised it instinctively to strike back. He took her hand in his and gave it a squeeze. "Easy." She hesitated, and relaxed.

"Sorry, you…" she stammered drowsily, "You sound just like-"

"It's me, Ahsoka. Just Rex."

"Sorry, Rexer." She lay back down but didn't let go of his hand. Part of her, tired and afraid, feared that if she let go he would turn into someone else.

He didn't let go, either. "Go to sleep, commander."

* * *

In the morning, they emerged from their hiding place to find the palace gardens abandoned. Rex wasn't sure exactly where his men had taken their search, but they'd probably finished their sweep of the palace last night. They'd be lax about watching it today, all of Rex's lectures on this habit be damned.

"Alright. There's a cargo bay half a klick off the eastern wing of the palace, it should be empty. We started off on that side of the palace, so chances are they searched that bay hours ago, they'll be long gone looking for us. So we sneak over there, find a ballistics-grade cargo crate, thick enough to block lifeform scanners. You can go in there, and I'll make up some lie about stealing weapons from the armory, bring you on board, and we make a break for the escape pods. Sound good?" Rex turned to see Ahsoka, only to find she was lagging behind. "Ahsoka?"

She was standing with her back to him, staring at the lightsaber she held in her hand.

"They'll have to believe I'm dead. They'll _all_ have to believe I'm dead," she said. He glanced at her weapon. She was right. The Clones, the Empire, the Holonet - everyone would be on the hunt for lightsabers and anyone who owned them. Ahsoka turned to Rex. "Shoot these," she presented him with her lightsaber, and then her _shoto_. "Both of them."

He stared at them. He did not fully understand the tradition that surrounded lightsabers, but he did know that they were nigh sacred weapons. They were, in many ways, the life and soul of a Jedi. Shooting them seemed, even to him, wrong.

"Ahsoka, are you sure-"

"Destroy them both," she insisted, face showing lines of worry and age that hadn't been there yesterday. "They need to believe that I'm dead."

He looked her in the eye, looked back down at the dirt, and nodded. She set the sabers on the ground, he turned the blaster up to the highest setting, and shot until they lie in pieces.

"You can say we fought," Ahsoka said. "You won."

They turned and left the carnage behind. As they walked, Rex worked hard to ignore how Ahsoka's chin was trembling, how her hands clenched into fists at the empty spaces on her belt.

* * *

Their plan failed before it began. They hadn't even made it to the cargo bay before someone spotted them. It was a shiny, walking from one shift to another who saw them and raised the alarm. Now, Rex and Ahsoka were running headlong toward the main dock, knowing that they wouldn't get another chance at the Destroyer before they were killed.

"Here," Rex shoved one of his pistols into her hands. She fumbled with it and turned off the safety.

"Stop right there!" Two clones - Oz and Charger, Rex recognized - came out from behind a gateway as they approached.

"Stand down, soldier!" Rex shouted, not slowing down. The clones raised their blasters, and the high-pitched whine of the charges told Rex that they were primed to kill. Operating purely on training, Rex raised his aim and shot them both in the head. They fell dead instantly. Rex nearly came to a stop beside them before Ahsoka pulled on his arm,

"Let's go!"

He couldn't hold in the horror as he stared at his fallen brothers. He'd killed them. He'd _killed_ them. He stumbled over the pavement and had to look forward and keep running. Just ahead of him, Ahsoka looked how he felt; like an animal on the run, terrified and desperate.

He had to shoot three more men to get up the ramp of the _Prestige,_ and watched as four more clones fell to Ahsoka'a gun.

"Escape pods are this way!" She shouted to him, waving him past so she could use the Force to barricade the corridor with cargo.

"Halt!"

"Stand down, traitor!"

Two clones were jogging down the hall, weapons raised. "I'm not a traitor," Rex growled, and shot one in the leg, the other in the stomach. "Just listen to yourself!"

Incapacitated but not down, the first trooper raised his weapon and shot Ahsoka in the shoulder, just above her heart. She screamed and shot him in the chest. Rex caught him as he fell dying to the ground.

"They will _kill you_ if you give them the chance, Rex," Ahsoka growled, eyes pleading with him to keep moving. "They're not who they were."

Rex didn't know how to articulate the pain of that thought, so he said nothing, stood, and followed his commander to the bay of escape pods.

"Here," Ahsoka gestured to the largest pod on the row. It was outfitted like a medvac shuttle, with extra supplies and a generator. "The dispatch console is there," she pointed. "We have to reprogram it for planetary evacuation."

"I'll get it," Rex jogged toward the computer, gesturing to the pod as he passed. "Plug in coordinates for the nearest neutral system." Ahsoka nodded and ducked into the small ship.

Rex glanced nervously over his shoulder as he worked, hoping and praying that Ahsoka's barricades would hold. He didn't have any sensitivity to the Force, but he swore he could feel them marching down the hallways, sense the hundreds of clones converging on their location. They'd have blasters and grenades with them, and starfighters waiting in the hangars, and this Destroyer on top of it all. And if, by some miracle, he and Ahsoka managed to get off planet, what then? There was a whole empire waiting out there. The entire Grand Army the Galactic Republic was waiting to kill them on sight.

It didn't matter if they got off planet, Rex realized. They would die here, or they would die somewhere else.

"We have just enough fuel to get to Tierfon," Ahsoka broke through his thoughts. "It's a separatist planet. They'd have to break through defenses to follow us there."

"Good," Rex said, mind a thousand klicks away. "That's good, go there."

"We should send off all the pods, not just this one, to throw them off. Once were off planet, we can figure out what…"

Ahsoka's voice faded into the background of Rex's thoughts. She was frantically typing in commands to the onboard computer, gathering supplies and ripping out wires in an attempt to boost the sub-par engines.

He remembered, with surreal clarity, the moment they'd met on Christophsis. It seemed like eons ago, now. He remembered her fourteen-year-old sarcasm, the wit that made him laugh out of turn. He remembered how she was the only person besides General Kenobi who had could throw General Skywalker off of his game. He remembered giving her lessons on strategy and helping her do her homework, in the early days. She was taller now, so much older, wiser. Hunted. But, unlike her mentors, miraculously alive.

Ahsoka Tano was still a teenager, hardly more than a child. She still had years to grow, to change. Maybe, Rex thought, just maybe she would have a chance out there amongst the Empire. If she could hide long enough, change fast enough, she could blend in to the broad fabric of the Universe and slip past her pursuers - for the rest of her life, if she wanted.

But Rex? He had a number tattooed to his wrist, and a million brothers who knew his face from the mirror. They would hunt him, and one day, they'd find him. When they did, he didn't want to lead them to her.

The sound of klaxons and shouting drawing nearer woke him from his reverie.

"Rex, come on, let's go! They're getting closer!" Ahsoka waved her hand frantically from inside the pod. Rex stared at her, trying to memorize her face so he would remember. Without looking, he began the launching sequence from the console.

"Rex?" She looked confused.

"May the Force be with you, Ahsoka," he bid, and tossed the second of his two pistols to land at her feet. Ahsoka's face transformed as she realized what he was doing.

"No!" She lunged for the door.

"I'm sorry," he pressed the ignition and the door to the pod slammed shut in front of her.

" _No!"_ She screamed at him from behind the glass. _"Rex! Rex!"_ She beat in the window with her fist, and he had no doubt she would be beating him, if she'd been able. Before he could hear her say anything else, the medical pod shot from its moorings, followed in close sequence by the other escape pods. They shot off in all directions, just as Rex had programmed them to.

The shouts of the incoming troopers had grown louder, more agitated. They'd heard the pods leaving the ship. Rex knew they'd figure out which one she was on if he didn't move fast. He looked at the computer module before promptly shooting it until it fell to pieces.

Retracing his steps, he found one of the clones they'd killed and stole his helmet. With the army-issue rifle and scraped-up armor, he could've been any member of the 501st.

He ran headlong toward the oncoming company.

"They've escaped! They've escaped!" He shouted. "They're in Pod EV19! EV19!"

His assurance stopped the others short. The ARC trooper in command spoke into his comm. "Bridge, requesting visual on pod EV19."

" _Visual confirmed, headed planetary northwest at takeoff speed."_

"Are there any lifeforms on board?" The ARC trooper asked. Rex grabbed his wrist.

"There's no time!" He insisted, and shouted into the comm, "shoot it down now!"

" _Copy. Standby."_ The reverberations of destroyer-class ion cannons fired from within an atmosphere were enough to make the ground shake. Moments later, the call came in:

" _Confirmed hit. Target destroyed."_

"Confirm no life forms," Rex added for good measure.

" _I repeat, target destroyed,"_ the bridge officer reported. _"There's nothing left to scan."_

"And what of the other pods?" Asked the ARC trooper, tearing his comm away from Rex.

" _We'll begin our scans now."_

And by the time they started, Rex prayed, Ahsoka would be well out of range, hurtling toward Tierfon.

"What's your CT number, trooper?" Asked the ARC.

"8254," Rex stole the number off the clone he'd killed.

"Finish your sweep and report to my cabin for debrief. I want to know exactly what you saw."

"Sir, yes sir," Rex saluted, and scurried away.

He never did report for debrief. He walked through the night to the outskirts of town, to a small shipping port. He hotwired a freighter, found the nearest hyperspace lane, and flew as far away from Mandalore and Tierfon as the fuel cells would take him.

The freighter had a radio unit built in, and he turned it to the newbroadcasts coming in from Coruscant. Sitting there in the captain's chair with the autopilot steering the ship, Rex sat, too numb to move, and listened. As he did, the reality that he'd been running from for three days caught up with him and sliced into his bones like a thousand needles, sucking him dry all at once.

He would never see Ahsoka Tano, Anakin Skywalker, or Obi-Wan Kenobi ever again. The other clones, once his brothers in arms, would hunt him down like a dog until they were sure he was dead. The Republic he'd served for his entire life was dead. The war itself was a farce. He, by nature of what he was, was a tool. Rex realized, with a sense of expanding insignificance, that his very life was built for this horror: the deaths of everyone he held most dear.

He hadn't had the time to ensure they didn't find Ahsoka. He hadn't had time to properly say goodbye.

The newscasters read an updated list of all the Jedi who'd been killed for treason. They said Obi-Wan's name twice by mistake. Ahsoka's name came last. For the first time in his life, Rex cried.


End file.
